Ocean Wilsons Recommendation of All-Share Combination

RECOMMENDED ALL-SHARE COMBINATION

OF

OCEAN WILSONS HOLDINGS LIMITED
AND

HANSA INVESTMENT COMPANY LIMITED

Summary

• Further to the announcement made on 17 June 2025, Hansa Investment Company Limited (“Hansa“) and Ocean Wilsons Holdings Limited (“Ocean Wilsons“) are pleased to announce that they have agreed the terms of a recommended all-share combination of Ocean Wilsons and Hansa, pursuant to which Hansa will acquire the entire issued and to be issued share capital of Ocean Wilsons (the “Combination“) by means of a court-sanctioned scheme of arrangement of Ocean Wilsons under section 99 of the Bermuda Companies Act (the “Scheme“).

• The Combination will create a differentiated investment company of meaningful scale with total net assets in excess of £900 million and a diversified, global portfolio of investment funds, direct equities and private assets, establishing what the Boards of Hansa and Ocean Wilsons believe will be a strong platform for long-term value creation.

• Under the terms of the Combination, each eligible Ocean Wilsons Shareholder will be entitled to receive:

for each Ocean Wilsons Share:	1.4925 New Hansa Share Units (each comprising one voting New Hansa Ordinary Share and two non-voting New Hansa ‘A’ Ordinary Shares)
(the “Exchange Ratio“)

• The Exchange Ratio has been determined on a formula asset value (“FAV“) for FAV basis by dividing the Ocean Wilsons FAV per Ocean Wilsons Share (being approximately £20.16) by the Hansa FAV per Hansa Share Unit (being approximately £13.51).

• Under the terms of the Combination, eligible Ocean Wilsons Shareholders will, in aggregate, receive approximately 28,264,460 New Hansa Share Units, comprising approximately 28,264,460 New Hansa Ordinary Shares and 56,528,920 New Hansa ‘A’ Ordinary Shares.

• Immediately following Completion, existing Ocean Wilsons Shareholders will hold approximately 41.40 per cent. and existing Hansa Shareholders will hold approximately 58.60 per cent., respectively, of both the issued voting share capital and the issued non-voting share capital of the Combined Group.

• The Boards of Hansa and Ocean Wilsons believe that the Combination is a uniquely compelling opportunity to:
  • create a differentiated investment company of meaningful scale with total net assets in excess of £900 million and a diversified, global portfolio of investment funds, direct equities and private assets, which is well-positioned to take advantage of the significant investment opportunities across both global public and private markets;
  • combine two complementary investment portfolios which have similar investment objectives, significant portfolio overlap, and benefit from the consistency and expertise of the same investment management group; and
  • realise significant cost efficiencies by spreading the fixed costs of running an investment company over a larger asset base and introducing a new reduced fee rate and tiered management fee structure which will result in a lower ongoing charges ratio that is materially more competitive than Hansa’s and Ocean Wilsons’ current respective ongoing charge ratios.

• Commenting on the Combination, Jonathan Davie, Chair of Hansa, said:

“Hansa’s aim is, and always has been, to create value for shareholders through a long-term investment approach, and the investment in Ocean Wilsons has successfully delivered on this objective. The Combination will bring together two businesses with a similar approach to investing and will enable shareholders of the Combined Group to benefit from an enlarged investment portfolio, enhanced liquidity and greater cost efficiencies. While global markets remain challenging, we believe that the Combined Group’s unconstrained multi-asset approach will provide a differentiated and diversified investment proposition that is well placed to continue to deliver for both groups of shareholders.“

• Commenting on the Combination, Caroline Foulger, Chair of Ocean Wilsons, said:

“Since its inception, Ocean Wilsons has delivered significant value to shareholders, most recently through the sale of Wilson Sons and the associated tender offer. Building on a strong long-term track record, this combination with Hansa will create a diversified investment company benefitting from meaningful scale and cost efficiencies, and will be well placed to deliver long-term, sustainable shareholder value. The Ocean Wilsons Independent Committee intends unanimously to recommend that Ocean Wilsons Shareholders vote in favour of the Scheme at the Court Meeting.”

Information on the Combined Group

Business of the Combined Group

• Following Completion, the Combined Group will be a differentiated investment company of meaningful scale, with total net assets in excess of £900 million and a diversified, global portfolio of investment funds, direct equities and private assets, establishing what the Boards of Hansa and Ocean Wilsons believe will be a strong platform for long-term value creation.

• The Combined Group will continue to apply Hansa’s existing investment policy (save as specifically amended in connection with the Combination) and will implement and execute an investment strategy that comprises key elements of both Hansa’s and Ocean Wilsons’ existing investment strategies of investing in a diversified portfolio of global assets that includes exposure to private assets. The primary focus of the investment strategy of the Combined Group will be to deliver excellent long-term investment performance and value creation, built on the following pillars:
  • Genuinely long term: The investment strategy of the Combined Group is designed to ride out volatility, typically remaining invested in equity markets through-the-cycle. This long-term approach makes the Combined Group an attractive partner which, when combined with the network of the Investment Team, means the Combined Group can access and invest with leading managers that other funds may not be able to access.
  • Truly differentiated and unconstrained: The Combined Group’s focus on a multi-asset portfolio will represent a truly differentiated proposition as compared to the traditional portfolio comprising 60% equities and 40% bonds. Core regional and thematic funds will form a core part of the Combined Group’s portfolio alongside its mature private assets’ portfolio, diversifying assets (which have a track record of significant outperformance against traditional bond portfolios in addition to diversifying the equity risk with much improved drawdown characteristics) and global (direct) equities.
  • Highly aligned: The significant equity interests in the Combined Group held by directors and partners of the portfolio manager and investment adviser will ensure that they remain financially aligned with the Combined Group’s shareholders. This provides the long-term stability on which the Combined Group can establish a platform to generate strong returns.
  • Understanding multiple asset classes: The Investment Team’s deep knowledge of different asset classes will allow the Combined Group to blend various strategies together into an attractive, growing investment portfolio. The Investment Team has deep understanding of the potential risks, rewards and correlations between these asset classes which is central to delivering successful multi-asset portfolios.

• The Investment Team will seek to build a multi-strategy portfolio by selecting investments across four key investment categories. Those four key investment categories are:
  • Core / Thematic – investments, typically through third party funds, selected by the Investment Team to provide appropriate regional and thematic exposures.
  • Diversifying Assets – investments, typically through third party funds and directly, that create asset diversification within the portfolio.
  • Global Equities (direct) – a diversified portfolio of global equities identified by the Investment Team as having long-term growth potential.
  • Private Assets – investments, typically through third party funds and directly that provide access to securities that are not listed on public exchanges.

• The Combined Group intends to invest the balance of the net cash proceeds of Ocean Wilsons’ sale of its interest in Wilson Sons remaining following Completion in accordance with the Combined Group’s investment strategy (as described above). Initially, it is anticipated that such funds will be invested progressively across the Combined Group’s three liquid investment sleeves – (i) Core and Thematic, (ii) Diversifying Assets and (iii) Global Equities – to maintain a similar investment profile to Hansa’s existing portfolio, while also providing funds to meet the Combined Group’s commitments to private asset funds and limited partnerships. Over time, it is expected that the Combined Group’s exposure to private assets will increase in line with the Combined Group’s investment strategy.

• In due course, it is expected that the corporate structure of the Combined Group will be simplified and that some or all of the investment portfolio of Ocean Wilsons may be consolidated under the same legal entity as the Hansa investment portfolio.

• The Combined Group will continue to be named ‘Hansa Investment Company Limited’ following Completion.

Management arrangements and fees for the Combined Group

• HAML will act as alternative investment fund manager and portfolio manager to the Combined Group. Hansa Capital Partners will act as investment adviser to HAML and, in addition, will provide administrative services to the Combined Group.

• The investment management fee payable by the Combined Group to HAML will be based on a tiered fee structure chargeable at 0.8 per cent. of the Combined Group NAV up to £500 million and 0.7 per cent. thereafter, as compared to the existing management fee of 1.0 per cent. currently payable by each of Hansa (excluding the value of its holding in Ocean Wilsons) and Ocean Wilsons under their respective investment management arrangements.

• The Combined Group’s new management fee arrangements will eliminate the additional performance fee that forms part of Ocean Wilsons’ existing management fee arrangements.

Board of the Combined Group

• The Board of the Combined Group will be a combined Board comprising the Hansa Directors, with the addition of Andrey Berzins and Christopher Townsend, who will join the Board of the Combined Group as Non-Executive Directors.

• It is expected that Caroline Foulger and Fiona Beck will step down from the Ocean Wilsons Board following Completion.

Capital allocation policy of the Combined Group

• It is intended that the Combined Group will adopt a new capital allocation policy which will provide that: (i) dividends will be paid only to the extent necessary to ensure that the Combined Group is not treated as a non-mainstream pooled investment; and (ii) in normal market conditions, the Combined Group intends, via on-market share buybacks, to repurchase between 2 per cent. and 4 per cent. of its issued share capital (which may include both Hansa Ordinary Shares and Hansa ‘A’ Ordinary Shares) annually.

• The Boards of Hansa and Ocean Wilsons believe that the proposed capital allocation policy, which prioritises share repurchases over dividends, represents a more effective approach to capital allocation and will enhance shareholder returns over the long term as compared to returning value to shareholders of the Combined Group by way of dividends.

• In determining the timing and amount of any shares repurchased pursuant to the capital allocation policy, the Board of the Combined Group will have regard to the prevailing discount to net asset value at which the shares trade, the market environment, management views on the outlook for the portfolio, and the commitments expected to be drawn in respect of the Combined Group’s interests in private asset funds and limited partnerships over the next 12 months, with a view to maximising shareholder returns.

• Over time, the Board of the Combined Group will remain focussed on delivering long-term sustainable shareholder value, including through the continuous assessment of options regarding effective discount management, capital allocation and the optimal capital structure of the Combined Group.

Listing and trading of Hansa Shares and Ocean Wilsons Shares

• The Combined Group will maintain Hansa’s existing listing and will, therefore, remain a closed-ended investment fund subject to Chapter 11 of the UK Listing Rules.

• Prior to the Scheme becoming Effective, it is intended that applications will be made to the FCA to cancel the listing of the Ocean Wilsons Shares on the Official List, to the London Stock Exchange for the cancellation of trading of the Ocean Wilsons Shares on the London Stock Exchange’s Main Market for listed securities, and to the Bermuda Stock Exchange to cancel the listing of the Ocean Wilsons Shares thereon, each to take effect on the Business Day following the Effective Date.

• Hansa will seek approval for the New Hansa Ordinary Shares to be admitted to the closed-ended investment funds category of the Official List and for the New Hansa ‘A’ Ordinary Shares to be admitted to the non-equity shares and non-voting equity shares category of the Official List and, in each case, to trading on the Main Market of the London Stock Exchange alongside the existing Hansa Shares.

Dividends

• Under the terms of the Implementation Agreement, Hansa and Ocean Wilsons have each recorded their intention not to declare, make or pay any dividend, distribution or form of capital return prior to the Effective Date.

• If, however, on or after the date of this announcement and on or prior to the Effective Date, Ocean Wilsons announces, declares, makes or pays any dividend, distribution or form of capital return other than an Ocean Wilsons Equalising Dividend, Hansa shall be entitled to either:
  • make an appropriate adjustment to the Exchange Ratio to reflect the reduction in the Ocean Wilsons FAV per Ocean Wilsons Share arising as a result of such dividend, distribution or form of capital return, in which case any reference to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or
  • pay an equalising dividend to Hansa Shareholders in an amount that would preserve the existing Exchange Ratio (a “Hansa Equalising Dividend“) without any consequential change to the Exchange Ratio.

In such circumstances, Ocean Wilsons Shareholders will be entitled to retain the full amount of any such dividend, distribution or form of capital return declared, made or paid.

• If, on or after the date of this announcement and on or prior to the Effective Date, Hansa announces, declares, makes or pays any dividend, distribution or form of capital return other than a Hansa Equalising Dividend or any such dividend, distribution or form of capital return to which the New Hansa Shares would be entitled, Ocean Wilsons shall be entitled to either:
  • make an appropriate adjustment to the Exchange Ratio to reflect the reduction in the Hansa FAV per Hansa Share Unit arising as a result of such dividend, distribution or form of capital return, in which case any reference to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or
  • pay an equalising dividend to Ocean Wilsons Shareholders in an amount which would preserve the existing Exchange Ratio (an “Ocean Wilsons Equalising Dividend“) without any consequential change to the Exchange Ratio.

In such circumstances, Hansa Shareholders will be entitled to retain the full amount of any such dividend, distribution or form of capital return declared, made or paid.

Shareholder approval of the Combination

• It is intended that the Combination will be effected by means of the Scheme, which will require the approval of Scheme Shareholders at the Court Meeting. The Combination will therefore be conditional on, amongst other things, the approval of Scheme Shareholders at the Court Meeting.

• The Combination will require Hansa: (i) to amend its existing investment policy so as to permit the acquisition of further Ocean Wilsons Shares in connection with the Combination; (ii) to increase the limit in Hansa’s bye-laws on the aggregate fees which may be paid to Hansa Directors in order to facilitate the enlarged Board of the Combined Group; and (iii) to increase its authorised share capital so as to permit the issuance of the New Hansa Shares. The Combination is therefore conditional on the Hansa Resolutions being passed by a simple majority of the votes cast by Hansa Voting Shareholders at the Hansa General Meeting.

Recommendations

• For the purposes of considering the terms of the Combination, the Ocean Wilsons Board established a committee of directors, comprising all of the directors of Ocean Wilsons other than William Salomon, who has a substantial interest in the shares of both Hansa and Ocean Wilsons and is a director of both Hansa and Ocean Wilsons, and Christopher Townsend, who has a substantial interest in the shares of both Hansa and Ocean Wilsons (the “Ocean Wilsons Independent Committee“).

• For the purposes of considering and potentially approving the terms of the Combination, the Hansa Board has established a committee of directors, comprising all of the directors of Hansa other than William Salomon (the “Hansa Independent Committee“).

Ocean Wilsons Recommendation

• The Ocean Wilsons Independent Committee, which has been so advised by Peel Hunt as to the financial terms of the Combination, considers the terms of the Combination to be fair and reasonable. In providing its advice to the Ocean Wilsons Independent Committee, Peel Hunt has taken into account the commercial assessments of the Ocean Wilsons Independent Committee.

• Accordingly, the Ocean Wilsons Independent Committee intends unanimously to recommend that Ocean Wilsons Shareholders vote in favour of the Scheme at the Court Meeting. In addition, each member of the Ocean Wilsons Independent Committee who holds Ocean Wilsons Shares has irrevocably undertaken to vote or procure votes in favour of such resolution, in respect of their holdings of Ocean Wilsons Shares representing, in aggregate, 60,000 Ocean Wilsons Shares, representing approximately 0.32 per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to the date of this announcement).

• William Salomon and Christopher Townsend are fully supportive of, and in agreement with, the position of the Ocean Wilsons Independent Committee in relation to the Combination.

Hansa Recommendation

• The Hansa Independent Committee, which has been so advised by Winterflood as to the financial terms of the Combination, considers the terms of the Combination to be fair and reasonable. In providing its advice to the Hansa Independent Committee, Winterflood has taken into account the commercial assessments of the Hansa Independent Committee.

• Accordingly, the Hansa Independent Committee intends unanimously to recommend that Hansa Voting Shareholders vote in favour of the Hansa Resolutions at the Hansa General Meeting. In addition, each member of the Hansa Independent Committee who holds Hansa Ordinary Shares has irrevocably undertaken to vote or procure votes in favour of such resolutions in respect of their holdings of Hansa Ordinary Shares representing, in aggregate, 51,400 Hansa Ordinary Shares, representing approximately 0.13 per cent. of Hansa’s issued voting share capital as at 25 July 2025 (being the Business Day prior to the date of this announcement).

• William Salomon is fully supportive of, and in agreement with, the position of the Hansa Independent Committee in relation to the Combination.

• In addition, as further described in paragraph 20 below, the acquisition of Ocean Wilsons Shares from, and the issue of New Hansa Share Units to, Christopher Townsend and Victualia represent related party transactions for Hansa for the purposes of the UK Listing Rules. The Hansa Independent Committee, which has been so advised by Winterflood, considers the terms of such transactions to be fair and reasonable as far as Hansa Shareholders are concerned.

Irrevocable undertakings and letters of intent

Ocean Wilsons Shares

• In addition to the irrevocable undertakings received from each member of the Ocean Wilsons Independent Committee who holds Ocean Wilsons Shares, Hansa has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting from Victualia and Christopher Townsend.

• Accordingly, taking into account the irrevocable undertakings from each member of the Ocean Wilsons Independent Committee who holds Ocean Wilsons Shares, Victualia and Christopher Townsend, Hansa has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting in respect of a total of 8,535,064 Ocean Wilsons Shares representing, in aggregate, approximately 45.07 per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to the date of this announcement).

• In addition to the irrevocable undertakings detailed above, Hansa has also received letters of intent from City of London Investment Management Company Limited and Unicorn Asset Management Limited to vote in favour of the Scheme at the Court Meeting in respect of a total of 910,879 Ocean Wilsons Shares representing, in aggregate, approximately 4.81 per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to the date of this announcement).

• Hansa has therefore received irrevocable undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting in respect of a total of 9,445,943 Ocean Wilsons Shares representing, in aggregate, approximately 49.88 per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to the date of this announcement).

• Further details of these irrevocable undertakings and letters of intent are set out in Appendix 3.

Hansa Shares

• In addition to the irrevocable undertakings received from each member of the Hansa Independent Committee who holds Hansa Ordinary Shares, Ocean Wilsons has received irrevocable undertakings to vote in favour of the Hansa Resolutions at the Hansa General Meeting from Victualia, Nomolas (an investment vehicle of Christopher Townsend) and William Salomon.

• Accordingly, taking into account the irrevocable undertakings from each member of the Hansa Independent Committee who holds Hansa Ordinary Shares, Victualia, Nomolas and William Salomon, Ocean Wilsons has received irrevocable undertakings to vote in favour of the Hansa Resolutions at the Hansa General Meeting in respect of a total of 21,554,620 Hansa Ordinary Shares representing, in aggregate, approximately 53.89 per cent. of Hansa’s issued voting share capital as at 25 July 2025 (being the Business Day prior to the date of this announcement).

• Further details of these irrevocable undertakings are set out in Appendix 3.

General

• It is intended that the Combination will be effected by means of a court-sanctioned Scheme between Ocean Wilsons and Scheme Shareholders under section 99 of the Bermuda Companies Act, although Hansa and Ocean Wilsons reserve their rights to seek to effect the Combination by other means available under Bermudian law (including by way of a tender offer).

• The Combination is conditional on the approval of the Scheme by the requisite majority of Scheme Shareholders at the Court Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders on the register of members of Ocean Wilsons at the Voting Record Time who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Ocean Wilsons Shares voted by those Scheme Shareholders. The Ocean Wilsons Shares already owned by Hansa will be excluded from the Scheme and will therefore not be capable of being voted in relation to the Scheme.

• The Combination is also subject to the Conditions and terms set out in Appendix 1 to this announcement including, amongst other things, the approval of the Hansa Resolutions by a simple majority of the votes cast by Hansa Voting Shareholders at the Hansa General Meeting. It is also subject to the further terms and conditions of the Scheme, which will be set out in full in the Scheme Document.

• In this announcement, unless the context requires otherwise:
  • references to Ocean Wilsons Shares include Ocean Wilsons Depositary Interests, references to Ocean Wilsons Shareholders include Ocean Wilsons Depositary Interest Holders and references to Ocean Wilsons Shareholders voting in respect of the Scheme shall include Ocean Wilsons Depositary Interest Holders procuring the same; and
  • references to Hansa Shares include Hansa Depositary Interests, references to Hansa Shareholders include Hansa Depositary Interest Holders and, for the avoidance of doubt, references to Hansa Voting Shareholders voting in respect of the Hansa Resolutions shall include Hansa Depositary Interest Holders procuring the same.

• The Scheme Document, containing further information about the Combination and notice of the Court Meeting will be sent to Ocean Wilsons Shareholders (along with the Forms of Proxy and Forms of Direction for use in connection with the Court Meeting) in due course.

• Prior to the publication of the Scheme Document, Ocean Wilsons will seek the necessary permission from the Court to convene the Court Meeting. A hearing of the Court before a judge of the Supreme Court of Bermuda (the “Scheme Convening Hearing“) has been scheduled for 13 August 2025 for this purpose. At the Scheme Convening Hearing, amongst other things, Ocean Wilsons will determine with the Court whether, for the purposes of voting at the Court Meeting, all Scheme Shareholders can vote together as one class. The Scheme Convening Hearing is expected to take place at the Supreme Court, 2nd floor, Government Administration Building, 30 Parliament Street, Hamilton HM12, Bermuda on 13 August 2025 at 9.30 a.m. (Bermuda time). Scheme Shareholders will be able to attend the Scheme Convening Hearing in person.

• Hansa will prepare, publish and send to Hansa Shareholders the Hansa Circular (along with the Forms of Proxy and Forms of Direction for use in connection with the Hansa General Meeting) and will prepare and publish the Hansa Prospectus. The Hansa Circular will summarise the background to and reasons for the Combination and will include a notice convening the Hansa General Meeting containing the Hansa Resolutions to be proposed for the Combination. The Hansa Prospectus is required in connection with the admission of the New Hansa Shares and will contain information relating to the Combination, the Combined Group and the New Hansa Shares.

• As there is significant overlap between the Scheme Document, the Hansa Circular and the Hansa Prospectus, it is intended that the Scheme Document will be posted at the same time as the publication of the Hansa Circular and the Hansa Prospectus, following the review and approval by the FCA. Each of the Scheme Document, the Hansa Circular and the Hansa Prospectus are expected to be published by mid-August 2025 and it is expected that the Court Meeting and the Hansa General Meeting will be held on the same date and at or around the same time in mid-September 2025. Subject to the satisfaction or (where applicable) waiver of the Conditions, the Combination is expected to become Effective in September 2025.